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The Companies (Cross-Border Mergers) Regulations 2007
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Meaning of “cross-border merger”
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2.—(1) In these Regulations “cross-border merger” means a merger by absorption, a merger by absorption of a wholly-owned subsidiary, or a merger by formation of a new company.
(2) In these Regulations “merger by absorption” means an operation in which—
(a)there are one or more transferor companies;
(b)there is an existing transferee company;
(c)at least one of those companies is a UK company;
(d)at least one of those companies is an EEA company;
(e)every transferor company is dissolved without going into liquidation, and on its dissolution transfers all its assets and liabilities to the transferee company; and
(f)the consideration for the transfer is—
(i)shares or other securities representing the capital of the transferee company, and
(ii)if so agreed, a cash payment,
receivable by members of the transferor company.
(3) In these Regulations “merger by absorption of a wholly-owned subsidiary” means an operation in which—
(a)there is one transferor company, of which all the shares or other securities representing its capital are held by an existing transferee company;
(b)either the transferor company or the transferee company is a UK company;
(c)either the transferor company or the transferee company is an EEA company; and
(d)the transferor company is dissolved without going into liquidation, and on its dissolution transfers all its assets and liabilities to the transferee company.
(4) In these Regulations “merger by formation of a new company” means an operation in which—
(a)there are two or more transferor companies, at least two of which are each governed by the law of a different EEA State;
(b)every transferor company is dissolved without going into liquidation, and on its dissolution transfers all its assets and liabilities to a transferee company formed for the purposes of, or in connection with, the operation;
(c)the consideration for the transfer is—
(i)shares or other securities representing the capital of the transferee company, and
(ii)if so agreed, a cash payment,
receivable by members of the transferor company;
(d)at least one of the transferor companies or the transferee company is a UK company.
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